On September 22, 2009, the Star Scientific, Inc. (the "Company") entered into Securities Purchase Agreement and Registration Rights Agreement (the "Agreement") with an accredited investor (the "Investor"), to sell 5,000,000 of its common stock (the "Shares"), par value $0.0001 per share ("Common Stock"), at $1.00 per share and warrants to purchase an aggregate of 5,000,000 shares of Common Stock at an exercise price of $1.50 per share (the "Warrants" and together with the Shares, the "Securities"), which resulted in gross proceeds to the Company of $5.0 million (the "Offering"). The Warrants are first exercisable six months after the closing of the Offering and expire five years after the date that the warrants are first exercisable. The Warrants are also callable by the Company if the price of the Common Stock exceeds $3.00 per share as quoted on an approved market for twenty consecutive trading days. Additionally, the Agreement grants the Investor certain registration rights with respect to the Securities.
The Securities sold to the Investors have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. The Offering was made only to accredited investors, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Company relied on the exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereof and the rules and regulations promulgated thereunder. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description
   10.1        Securities Purchase and Registration Rights Agreement, dated
               September 22, 2009, by and between Star Scientific, Inc. and the
               Investor party thereto, including the form of Warrant attached as
               Exhibit A thereon.